Social Media Management Contract Template Indy

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Social Media Management Contract

This Social Media Management Agreement (the "Agreement"), dated [the date both parties will have

signed] is entered into by [Social Media Manager name], an individual residing in [address], (the

"Social Media Manager"), and [client name], an individual residing in [address], (the "Client").

Whereas, the Social Media Manager and the Client desire to establish the terms and conditions

under which the Social Media Manager will provide services to the Client, the parties agree as

follows:

1. Scope of Work. The Social Media Manager agrees to perform such consulting, advisory and

related services specified on Exhibit A to this Agreement ("Description of Services").

2. Term. This Agreement shall commence from the date this Agreement is signed by both parties

and shall continue until the scope of work defined in the Description of Services is completed (such

period, as it may be extended or sooner terminated in accordance with the provisions of Section 4,

being referred to as the ("Service Period").

3. Payment.

a. Service Cost. In consideration of the Service, the Client will pay the Social Media

Manager of $ per hour (the "Service Cost").

b. Expenses. The Social Media Manager shall be responsible for all business expenses

incurred by the Social Media Manager in connection with, or related to, the performance of

the services.

c. Invoices. The Client shall pay to the Social Media Manager amounts shown on each

statement or invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

d. Benefits. The Social Media Manager shall not be entitled to any benefits, coverages or

privileges, including, without limitation, health insurance, social security, unemployment,

medical or pension payments, made available to employees of the Client.

4. Termination. This Agreement may be terminated prior to the end of the Service Period in the

following manner: (a) by either the Social Media Manager or the Client upon not less than () days

prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours

prior written notice to the breaching party if one party has materially breached this Agreement; or (c)

at any time upon the mutual written consent of the parties hereto. In the event of termination, the

Social Media Manager shall be entitled to payments for services performed that have not been

previously paid and, subject to the limitations in Section 3.2, for expenses paid or incurred prior to

the effective date of termination that have not been previously paid. Such payment shall constitute

full settlement of any and all claims of the Social Media Manager of every description against the

Client. In the event that the Client’s payment to the Social Media Manager exceeds the amount of

services performed and (subject to the limitations in Section 3.2) for expenses paid or incurred prior

to the effective date of termination, then the Social Media Manager will immediately refund the

excess amount to the Client. Such refund shall constitute full settlement of any and all claims of the

Client of every description against the Social Media Manager.

5. Cooperation.The Social Media Manager shall use Social Media Manager's best efforts in the

performance of Social Media Manager's obligations under this Agreement. The Client shall provide

such access to its information and property as may be reasonably required in order to permit the

Social Media Manager to perform Social Media Manager's obligations hereunder. The Social Media

Manager shall cooperate with the Client’s personnel, shall not interfere with the conduct of the

Client’s business and shall observe all rules, regulations and security requirements of the Client

concerning the safety of persons and property.

6. Proprietary Information and Inventions.

a. Proprietary Information.

1. The Social Media Manager acknowledges that Social Media Manager’s

relationship with the Client is one of high trust and confidence and that in the course

of Social Media Manager's service to the Client, Social Media Manager will have

access to and contact with Proprietary Information. The Social Media Manager will

not disclose any Proprietary Information to any person or entity other than employees

of the Client or use the same for any purposes (other than in the performance of the

services) without written approval by an officer of the Client, either during or after the

Consultation Period, unless and until such Proprietary Information has become public

knowledge without fault by the Social Media Manager.

2. For purposes of this Agreement, Proprietary Information shall mean, by way of

illustration and not limitation, all information, whether or not in writing, whether or not

patentable and whether or not copyrightable, of a private, secret or confidential

nature, owned, possessed or used by the Client, concerning the Client’s business,

business relationships or financial affairs, including, without limitation, any Invention,

formula, vendor information, customer information, apparatus, equipment, trade

secret, process, research, report, technical or research data, clinical data, know-how,

computer program, software, software documentation, hardware design, technology,

product, processes, methods, techniques, formulas, compounds, projects,

developments, marketing or business plan, forecast, unpublished financial statement,

budget, license, price, cost, customer, supplier or personnel information or employee

list that is communicated to, learned of, developed or otherwise acquired by the

Social Media Manager in the course of Social Media Manager's service as a Social

Media Manager to the Client.

3. The Social Media Manager’s obligations under this Section 6 shall not apply to any

information that (i) is or becomes known to the general public under circumstances

involving no breach by the Social Media Manager or others of the terms of this

Section 6, (ii) is generally disclosed to third parties by the Client without restriction on

such third parties, or (iii) is approved for release by written authorization of an officer

of the Client.

4. The Social Media Manager agrees that all files, documents, letters, memoranda,

reports, records, data sketches, drawings, models, laboratory notebooks, program

listings, computer equipment or devices, computer programs or other written,

photographic, or other tangible material containing Proprietary Information, whether

created by the Social Media Manager or others, which shall come into Social Media

Manager's custody or possession, shall be and are the exclusive property of the

Client to be used by the Social Media Manager only in the performance of Social

Media Manager's duties for the Client and shall not be copied or removed from the

Client’s premises except in the pursuit of the business of the Client. All such

materials or copies thereof and all tangible property of the Client in the custody or

possession of the Social Media Manager shall be delivered to the Client, upon the

earlier of (i) a request by the Client or (ii) the termination of this Agreement. After

such delivery, the Social Media Manager shall not retain any such materials or copies

thereof or any such tangible property.

5. The Social Media Manager agrees that Social Media Manager’s obligation not to

disclose or to use information and materials of the types set forth in paragraphs (2)

and (4) above, and Social Media Manager's obligation to return materials and

tangible property set forth in paragraph (4) above extends to such types of

information, materials and tangible property of customers of the Client or suppliers to

the Client or other third parties who may have disclosed or entrusted the same to the

Client or to the Social Media Manager.

6. The Social Media Manager acknowledges that the Client from time to time may

have agreements with other persons or with the United States Government, or

agencies thereof, that impose obligations or restrictions on the Client regarding

inventions made during the course of work under such agreements or regarding the

confidential nature of such work. The Social Media Manager agrees to be bound by

all such obligations and restrictions that are known to Social Media Manager and to

take all action necessary to discharge the obligations of the Client under such

agreements.

b. Inventions.

1. All inventions, ideas, creations, discoveries, computer programs, works of

authorship, data, developments, technology, designs, innovations and improvements

(whether or not patentable and whether or not copyrightable) which are made,

conceived, reduced to practice, created, written, designed or developed by the Social

Media Manager, solely or jointly with others or under Social Media Manager's

direction and whether during normal business hours or otherwise, (i) during the

Consultation Period if related to the business of the Client or (ii) after the

Consultation Period if resulting or directly derived from Proprietary Information (as

defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole

property of the Client. The Social Media Manager hereby assigns to the Client all

Inventions and any and all related patents, copyrights, trademarks, trade names, and

other industrial and intellectual property rights and applications therefore, in the

United States and elsewhere and appoints any officer of the Client as Social Media

Manager's duly authorized attorney to execute, file, prosecute and protect the same

before any government agency, court or authority. However, this paragraph shall not

apply to Inventions which do not relate to the business or research and development

conducted or planned to be conducted by the Client at the time such Invention is

created, made, conceived or reduced to practice and which are made and conceived

by the Social Media Manager not during normal working hours, not on the Client’s

premises and not using the Client’s tools, devices, equipment or Proprietary

Information. The Social Media Manager further acknowledges that each original work

of authorship which is made by the Social Media Manager (solely or jointly with

others) within the scope of the Agreement and which is protectable by copyright is a

"work made for hire," as that term is defined in the United States Copyright Act.

2. Upon the request of the Client and at the Client’s expense, the Social Media

Manager shall execute such further assignments, documents and other instruments

as may be necessary or desirable to fully and completely assign all Inventions to the

Client and to assist the Client in applying for, obtaining and enforcing patents or

copyrights or other rights in the United States and in any foreign country with respect

to any Invention. The Social Media Manager also hereby waives all claims to moral

rights in any Inventions.

3. The Social Media Manager shall promptly disclose to the Client all Inventions and

will maintain adequate and current written records (in the form of notes, sketches,

drawings and as may be specified by the Client) to document the conception and/or

first actual reduction to practice of any Invention. Such written records shall be

available to and remain the sole property of the Client at all times.

4. Notwithstanding the foregoing in this Section 6(b), the ownership and use of the

Inventions that are assigned to the Client in Section 6(b)(i) (the "Assigned

Inventions") shall be limited as set forth in Exhibit B.

7. Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein,

neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive

damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of

anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising

under this contract or as a result of, relating to or in connection with the service and the parties’

performance of the obligations hereunder, and no such claim shall be made by any party against the

other regardless of whether such claim is based or claimed to be based on negligence (including

sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach

of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of

liability.

8. Indemnification. The Social Media Manager shall be solely liable for, and shall indemnify, defend

and hold harmless the Company and its successors and assigns from any claims, suits, judgments

or causes of action initiated by any third party against the Company where such actions result from

or arise out of the services performed by the Social Media Manager or its Employees under this

Agreement. The Social Media Manager shall further be solely liable for, and shall indemnify, defend

and hold harmless the Company and its successors and assigns from and against any claim or

liability of any kind (including penalties, fees or charges) resulting from the Social Media Manager’s

or its Employees’ failure to pay the taxes, penalties, and payments referenced in Section 9 of this

Agreement. The Social Media Manager shall further indemnify, defend and hold harmless the

Company and its successors and assigns from and against any and all loss or damage resulting

from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or

agreement on its part, as well as any and all acts, suits, proceedings, demands, assessments,

penalties, judgments of or against the Company relating to or arising out of the activities of the

Social Media Manager or its Employees and the Social Media Manager shall pay reasonable

attorneys’ fees, costs and expenses incident thereto.

9. Independent Contractor Status. The parties shall be deemed independent contractors for all

purposes hereunder. Accordingly:

a. The Social Media Manager will use its own equipment, tools and materials to perform its

obligations hereunder.

b. The Client will not control how the Service is performed on a day-to-day basis and the

Social Media Manager will determine when, where and how the Service will be provided.

c. The Client will not provide training to the Social Media Manager.

d. The Social Media Manager will be solely responsible for all state and federal income taxes

in connection with this Agreement.

e. This Agreement does not constitute an employment, partnership, joint venture or agency

between the parties hereto, nor shall either of the parties hold itself out as such contrary to

the terms hereof by advertising or otherwise nor shall either of the parties become bound or

become liable because of any representation, action or omission of the other.

10. General.

a. Survival. Sections 4 through 11 shall survive the expiration or termination of this

Agreement.

b. Non-Solicitation. During the Service Period and for a period of [six (6) months] thereafter,

the Social Media Manager shall not, either alone or in association with others, (a) solicit, or

permit any organization directly or indirectly controlled by the Social Media Manager to

solicit, any employee of the Client to leave the employment of the Client, or (b) solicit or

permit any organization directly or indirectly controlled by the Social Media Manager to solicit

any person who is engaged by the Client.

c. Use of Subcontractors. The Social Media Manager may use trusted contractors to

complete components of the Social Media Manager’s obligations hereunder, provided that

the Social Media Manager shall remain solely responsible for such contractors’ performance,

that the Client shall have no obligation to such contractors and the use of such contractors

shall not cause any increase in fees, costs or expenses that would otherwise be payable

hereunder.

d. Entire Agreement. This Agreement (including the documents referred to herein)

constitutes the entire agreement between the Client and the Social Media Manager and

supersedes any prior understandings, agreements or representations by the parties, whether

written or oral, with respect to the subject matter hereof.

e. Assignment. Neither party may assign or transfer this Agreement in whole or in part, nor

any of the rights hereunder, without prior written consent of the other party.

f. Notices. All notices required or permitted under this Agreement shall be in writing and

shall be deemed effective upon personal delivery or upon deposit in the United States Post

Office, by registered or certified mail, postage prepaid, addressed to the other party at the

address shown above, or at such other address or addresses as either party shall designate

to the other in accordance with this Section 13.

g. Amendments. No amendment of any provision of this Agreement shall be valid unless

the same shall be in writing and signed by each party.

h. Severability. Any term or provision of this Agreement that is invalid or unenforceable in

any situation in any jurisdiction shall not affect the validity or enforceability of the remaining

terms and provisions hereof or the validity or enforceability of the offending term or provision

in any other situation or in any other jurisdiction. If the final judgment of a court of competent

jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Social

Media Manager and the Client agree that the court making the determination of invalidity or

unenforceability shall have the power to limit the term or provision, to delete specific words or

phrases, or to replace any invalid or unenforceable term or provision with a term or provision

that is valid and enforceable and that comes closest to expressing the intention of the invalid

or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

i. Force Majeure. Neither party will be liable for any failure or delay in its performance under

this Agreement due to any cause beyond its reasonable control, including acts of war, acts of

God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or

telecommunications networks, provided that the delayed party: (a) gives the other party

prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly

correct such failure or delay in performance.

j. Governing Law. This Agreement shall be governed by and construed in accordance with

the laws of the State of (other than any principle of conflict or choice of laws that would

cause the application of the laws of any other jurisdiction).

k. Arbitration. Any unresolved controversy or claim arising out of or relating to this

Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies

or claims arising out of either party’s intellectual property rights for which a provisional

remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator

mutually agreed upon by the parties, and if no agreement can be reached within thirty (30)

days after names of potential arbitrators have been proposed by the American Arbitration

Association (the “AAA”), then by one arbitrator having reasonable experience in corporate

finance transactions of the type provided for in this Agreement and who is chosen by the

AAA. The arbitration shall take place in , , in accordance with the AAA rules then in effect,

and judgment upon any award rendered in such arbitration will be binding and may be

entered in any court having jurisdiction thereof. The prevailing party shall be entitled to

reasonable attorney’s fees, costs, and necessary disbursements in addition to any other

relief to which such party may be entitled.

l. Counterpart. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original but all of which together shall constitute one and the same

instrument. This Agreement may be executed by facsimile, digital or electronic signature.